ICSAN Corporate Law study materials
ICSAN Corporate Law study resources

ICSAN Corporate Law study plan

ICSAN Corporate Law · Give each week a clear focus.

8 weeks · About 7 hours per week

Week 1

Nature and Sources of Nigerian Company Law & Corporate Personality, Lifting the Veil and Pre-incorporation Contracts

  • Map the hierarchy of Nigerian company law sources - CAMA 2020, subsidiary legislation (CAC regulations), case law, and received English law - into a one-page annotated diagram

  • Explain the rule in Salomon v Salomon and its statutory codification under CAMA, listing at least five consequences of separate legal personality

  • Distinguish statutory veil-lifting (e.g. fraudulent trading, members below statutory minimum, misdescription of company) from judicial veil-lifting, giving one Nigerian case example per category

  • Draft a short memo applying the pre-incorporation contract rules (CAMA s.96-type ratification and adoption) to a two-paragraph fact pattern

  • Self-test with 25 mixed questions on Domains 1-2 and log every wrong answer with the correct rule

Your checkpoint

A 1,500-word comparative note on corporate personality and veil-lifting with a case table of at least 8 authorities

Week 2

Company Formation, Types, Registration and Constitutional Documents & Promoters, Prospectuses, Securities Offerings and Capital Raising

  • Classify company types (private/public, limited by shares/guarantee, unlimited, single-member, small company) against CAMA thresholds and registration requirements

  • Walk through the CAC incorporation process step by step, including name reservation, incorporation documents, and post-incorporation filings

  • Draft a model memorandum and articles of association clause set, then explain how CAMA's default provisions apply where articles are silent

  • Analyse the legal status of a prospectus, statement in lieu of prospectus, and private placement, and outline civil and criminal liability for misstatements

  • Compare the fundraising routes available to a private company versus a public company, noting CAC and SEC touchpoints

  • Answer 30 practice questions on formation and capital raising, then rewrite the explanations for the five you missed

Your checkpoint

A completed incorporation checklist plus a 1,000-word note on prospectus liability and private placement exemptions

Week 3

Shares, Share Capital, Membership and Shareholder Rights

  • Define share capital terminology (authorised vs issued, nominal value, premium, reserves) and compute a worked example from a balance sheet extract

  • Explain the rules on allotment, transfer, transmission, and the statutory restrictions on a company acquiring its own shares

  • Distinguish ordinary, preference, deferred, and redeemable shares by their rights, and state how variation of class rights is effected

  • Outline the membership register, share certificates, and the procedure and limits on declaring dividends

  • Draft a shareholder rights cheat sheet covering voting, information, minority protection, and pre-emption

  • Complete 30 timed questions on shares and membership, targeting 75% accuracy

Your checkpoint

A one-page share capital and shareholder rights cheat sheet plus a solved numerical problem on allotment and dividends

Week 4

Corporate Management: Directors, Officers and Corporate Governance & Directors' Duties, Conflict of Interest and Related Party Transactions

  • Distinguish executive from non-executive directors and map the statutory allocation of powers between the board and the general meeting

  • List the statutory and fiduciary duties of directors under CAMA and common law, with a case authority for each duty

  • Explain appointment, disqualification, removal, and remuneration of directors, including the procedure and effect of removal under the general meeting's power

  • Analyse conflict-of-interest and related-party transaction rules - disclosure, approval, and consequences of breach - against a fact pattern

  • Draft a board resolution and a disclosure notice for a director's interest in a proposed contract

  • Answer 35 questions on directors and conflicts, then produce a written explanation of every error

Your checkpoint

A 2,000-word directors' duties and conflicts guide containing a duty–authority–remedy table and two worked fact patterns

Week 5

Company Meetings, Resolutions and Shareholder Remedies & Accounts, Audit, Annual Returns and Corporate Records

  • Differentiate general meeting, extraordinary general meeting, class meeting, and board meeting by convening authority, notice period, and quorum

  • Draft valid notices and agendas for an AGM and an EGM, then explain the effect of defective notice

  • Distinguish ordinary, special, and unanimous resolutions, and state the filing obligations for each

  • Explain the statutory records and registers a company must keep, the annual return timetable, and the consequences of default

  • Outline the appointment, powers, duties, and removal of auditors, and the contents of the auditors' report

  • Complete 30 practice questions on meetings, resolutions, and records with a written error log

Your checkpoint

A complete AGM document pack (notice, agenda, proxy form, draft resolutions) plus a compliance calendar for annual returns and audit deadlines

Week 6

Reconstruction, Mergers, Takeovers and Compromises & Winding Up, Insolvency and Corporate Rescue

  • Distinguish schemes of arrangement, mergers, takeovers, and asset transfers by procedure, approval thresholds, and court or regulatory involvement

  • Outline the compulsory acquisition and squeeze-out mechanics available to a takeover bidder who reaches the statutory threshold

  • Sequence the winding-up routes - members' voluntary, creditors' voluntary, and compulsory - and identify who initiates each

  • Explain insolvency tests, priority of claims, and the office of the liquidator, including powers and duties

  • Compare available corporate rescue mechanisms and their practical limits

  • Answer 30 questions on reconstruction and insolvency, then write a two-page case study applying the rules to a distressed company

Your checkpoint

A two-page distressed-company case study selecting and justifying a restructuring or winding-up route with a step-by-step procedure

Week 7

Corporate Law in Practice: Compliance, Regulatory Framework and Professional Ethics & Nature and Sources of Nigerian Company Law & Corporate Personality, Lifting the Veil and Pre-incorporation Contracts

  • Compile the regulatory framework touchpoints - CAC, SEC, NGX, FIRS, and the professional body's practice rules - into a single compliance map

  • Apply the professional code of conduct to three ethics scenarios involving conflicts, client confidentiality, and reporting obligations

  • Re-read the weakest notes from Domains 1-2 and rewrite them in your own words without looking at the source

  • Run a 40-question mixed mock across all domains and record accuracy by domain

  • Build a personal list of the 20 rules you most often get wrong and convert each into a flashcard

Your checkpoint

A compliance and ethics map plus a scored mock exam report with a domain-by-domain accuracy table

Week 8

Corporate Management: Directors, Officers and Corporate Governance & Directors' Duties, Conflict of Interest and Related Party Transactions & Company Meetings, Resolutions and Shareholder Remedies

  • Re-drill the highest-weight domains (directors, duties, meetings) with 60 timed questions at exam pace

  • Write full answers to three essay-style questions under time pressure and self-mark against a checklist of required points

  • Review the flashcard list from Week 7 and retire only cards you can answer correctly twice in a row

  • Simulate a full exam sitting and analyse where time was lost

  • Produce a final one-page revision sheet of statutory thresholds, notice periods, and resolution majorities

Your checkpoint

A full timed mock exam result with a written post-mortem and a final one-page threshold and procedure sheet

Milestones

Week 2: Can classify any company type and describe the full incorporation and capital-raising route without notes, scoring at least 75% on a 30-question set

Week 4: Can state each director's duty with its authority and remedy, and correctly resolve two conflict-of-interest fact patterns end to end

Week 6: Can sequence a scheme of arrangement and a creditors' voluntary winding up from first step to filing, with no more than one omission

Week 8: Achieve at least 70% overall on a full timed mock, with no domain below 60%, and a completed error post-mortem